104590 Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices 

20Unlike other market participants, Market 

Makers are subject to market making and quoting 

obligations. See Options 2, Sections 4 and 5. 21 15 U.S.C. 78s(b)(3)(A)(ii). 

22 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed pricing changes will 

impose any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

Intra-Market Competition 

The Exchange believes that the 

proposed pricing does not put any 

market participants at a relative 

disadvantage compared to other market 

participants. As noted above, the 

Exchange would apply the proposed 

10% increase to the SQF Port and the 

proposed increase of 9% to the SQF 

Purge Port to all Market Makers 

uniformly. Market Makers are the only 

market participants that are assessed an 

SQF Port Fee and an SQF Purge Port Fee 

because they are the only market 

participants that are permitted to quote 

on the Exchange.20 These liquidity 

providers are critical market 

participants in that they are the only 

market participants that provide 

liquidity to the Exchange on a 

continuous basis. SQF Ports and SQF 

Purge Ports are only utilized in a Market 

Maker’s assigned options series. 

Intermarket Competition 

The Exchange believes that the 

proposed pricing does not impose an 

undue burden on intermarket 

competition or on other SROs that is not 

necessary or appropriate. In determining 

the proposed pricing, the Exchange 

utilized an objective and stable metric 

with limited volatility. Utilizing Data 

PPI over a specified period of time is a 

reasonable means of recouping the 

Exchange’s investment in maintaining 

and enhancing its port offerings such as 

the SQF Ports and SQF Purge Ports. The 

Exchange believes utilizing Data PPI, a 

tailored measure of inflation, to increase 

the fees for the SQF Port and the SQF 

Purge Port to recoup the Exchange’s 

investment in maintaining and 

enhancing such offerings does not 

impose a burden on intermarket 

competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act.21

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is: (i) necessary or appropriate in 

the public interest; (ii) for the protection 

of investors; or (iii) otherwise in 

furtherance of the purposes of the Act. 

If the Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

should be approved or disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

BX–2024–056 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–BX–2024–056. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–BX–2024–056 and should be 

submitted on or before January 13, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.22

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–30525 Filed 12–20–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101948; File No. SR– 

NASDAQ–2024–082] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify AllInclusive Annual Fees for Certain 

Companies 

December 17, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

3, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify allinclusive annual fees for certain 

companies, as described below. While 

the changes proposed herein are 

effective upon filing, the Exchange has 

designated the proposed amendments to 

be operative on January 1, 2025. 

The text of the proposed rule change 

is available on the Exchange’s website at 


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Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices 104591 

3The Exchange initially filed the proposed 

pricing change on November 19, 2024 (SR– 

NASDAQ–2024–072). On December 3, 2024, the 

Exchange withdrew that filing and replaced it with 

SR–NASDAQ–2024–082. 

4Rule 5940 sets forth the all-inclusive annual 

listing fees applicable to Exchange Traded Products 

that are listed on the Nasdaq Global Market. Nasdaq 

is not proposing to amend this rule. 

5REITs are subject to the same fee schedule as 

other equity securities; however for the purpose of 

determining the total shares outstanding, shares 

outstanding of all members in a REIT Family listed 

on the same Nasdaq market tier may be aggregated. 

Similarly, for the purpose of determining the total 

shares outstanding, fund sponsors may aggregate 

shares outstanding of all Closed-End Funds in the 

same fund family listed on the Nasdaq Global 

Market or the Nasdaq Capital Market. See Listing 

Rules 5910(b)(2) and 5920(b)(2). 

6 In establishing the fee changes described in this 

rule filing, Nasdaq considered various factors that 

distinguish companies, including market tier, 

shares outstanding, and security type, as well as 

pricing for similar securities on other national 

securities exchanges. Nasdaq’s also intends over 

time to transition to a fee structure whereby the allinclusive annual fee is calculated on a per-share 

basis (subject to a minimum and maximum fee), 

instead of one based on tiers. In setting the 

proposed fees Nasdaq therefore also considered, in 

part, the resulting per-share fee range of companies 

in the current tiers and attempted to minimize the 

eventual impact of any future change to a per-share 

fee. As a result of this, and the other factors noted 

above, some tiers will have a higher percentage 

increase than other tiers. Nasdaq believes that the 

ever-shifting market share among the exchanges 

with respect to new listings and the transfer of 

existing listings between competitor exchanges 

demonstrates that issuers can choose different 

listing markets in response to fee changes. 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, at the principal 

office of the Exchange, and at the 

Commission’s Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to modify the Exchange’s allinclusive annual listing fees for certain 

domestic and foreign companies listing 

equity securities on the Nasdaq Global 

Select, Global and Capital Markets.3

While these changes are effective upon 

filing, Nasdaq has designated the 

proposed amendments to be operative 

on January 1, 2025. 

Currently, for companies listed on the 

Capital Market, other than Acquisition 

Companies (i.e., companies whose 

business plan is to complete an initial 

public offering and engage in a merger 

or acquisition with one or more 

unidentified companies within a 

specific period of time, as described in 

IM–5101–2), ADRs, Closed-end Funds 

and Limited Partnerships, the allinclusive annual fee described in Listing 

Rule 5920 ranges from $49,500 to 

$85,000; for Acquisition Companies 

listing on the Capital Market the allinclusive annual fee is $81,000; for 

ADRs listed on the Capital Market the 

all-inclusive annual fee ranges from 

$49,500 to $59,500; and for Limited 

Partnerships listed on the Capital 

Market the all-inclusive annual fee 

ranges from $34,500 to $42,000. On the 

Global and Global Select Markets, the 

all-inclusive annual fee described in 

Listing Rule 5910 for companies other 

than Acquisition Companies, ADRs, 

Closed-end Funds and Limited 

Partnerships ranges from $52,500 to 

$182,500; for Acquisition Companies on 

the Global and Global Select Markets 

the all-inclusive annual fee is $81,000; 

for ADRs the all-inclusive annual fee 

ranges from $52,500 to $94,000; and for 

Limited Partnerships the all-inclusive 

annual fee ranges from $42,000 to 

$87,000. On the Global Market, the allinclusive annual fee described in Listing 

Rule 5930 for SEEDS and Other 

Securities ranges from $15,000 to 

$30,000.4 The all-inclusive annual fee 

for Closed-end Funds listed on any 

market tier ranges from $34,500 to 

$112,000. In each case, except for 

Acquisition Companies, a company’s 

all-inclusive annual fee is based on its 

total shares outstanding.5

Nasdaq proposes to amend the allinclusive annual fee for certain 

domestic and foreign companies listing 

equity securities on the Nasdaq Global 

Select, Global and Capital Markets to 

the following amounts,6 effective 

January 1, 2025: 

Global/Global Select Markets 

Total shares outstanding 

Annual fee 

before the 

proposed 

change 

Annual Fee 

effective 

January 1, 

2025 

Equity securities other than, in part, Acquisition Companies, ADRs, 

Closed-end Funds and Limited Partnerships.

Up to 10 million shares ................... $52,500 $56,000 

10+ to 50 million shares .................. 65,500 70,000 

50+ to 75 million shares .................. 85,000 86,000 

75+ to 100 million shares ................ 113,500 115,000 

100+ to 125 million shares .............. 141,500 143,000 

125+ to 150 million shares .............. 157,500 164,000 

Over 150 million shares .................. 182,500 193,000 

ADRs .......................................................................................................... Up to 10 million ADRs and other 

listed equity securities.

52,500 56,000 

10+ to 50 million ADRs and other 

listed equity securities.

59,500 63,500 

50+ to 75 million ADRs and other 

listed equity securities.

70,500 75,500 

Over 75 million ADRs and other 

listed equity securities.

94,000 100,500 

Closed-end Funds ..................................................................................... Up to 50 million shares ................... 34,500 36,500 

50+ to 100 million shares ................ 56,500 59,500 

100+ to 250 million shares .............. 84,000 88,500 

Over 250 million shares .................. 112,000 118,000 

Limited Partnerships .................................................................................. Up to 75 million shares ................... 42,000 44,500 

75+ to 100 million shares ................ 56,500 59,500 


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104592 Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices 

7See Listing Rules 5910(b)(2)(F) and 

5920(b)(2)(G). 

8 15 U.S.C. 78f(b). 

9 15 U.S.C. 78f(b)(4) and (5). 

10The Justice Department has noted the intense 

competitive environment for exchange listings. See 

‘‘NASDAQ OMX Group Inc. and Intercontinental 

Exchange Inc. Abandon Their Proposed Acquisition 

Of NYSE Euronext After Justice Department 

Threatens Lawsuit’’ (May 16, 2011), available at 

http://www.justice.gov/atr/public/press_releases/ 

2011/271214.htm. 11 In that regard, Nasdaq notes that CBOE BZX 

has announced a new listing offering. See ‘‘Cboe 

Launches New Global Listing Offering for 

Companies and ETFs of the Purpose-Driven 

Innovation Economy’’ (June 2, 2023), available at 

https://ir.cboe.com/news/news-details/2023/CboeLaunches-New-Global-Listing-Offering-forCompanies-and-ETFs-of-the-Purpose-DrivenInnovation-Economy-06-02-2023/default.aspx. 

Similarly, the Texas Stock Exchange announced its 

plans to be a fully electronic national securities 

exchange providing a venue to list and trade public 

companies and the exchange-traded products, 

available at https://www.txse.com/about-us. 

Total shares outstanding 

Annual fee 

before the 

proposed 

change 

Annual Fee 

effective 

January 1, 

2025 

100+ to 125 million shares .............. 69,500 73,000 

125+ to 150 million shares .............. 75,500 79,500 

Over 150 million shares .................. 87,000 91,500 

SEEDS and Other Securities * .................................................................. Up to 5 million shares ..................... 15,000 16,000 

5+ to 10 million shares .................... 17,500 18,500 

10+ to 25 million shares .................. 20,000 21,000 

25+ to 50 million shares .................. 22,500 24,000 

Over 50 million shares .................... 30,000 31,500 

* Rule 5930 sets forth the all-inclusive annual listing fees applicable to SEEDS and Other Securities qualified under Rule 5715 or 5730 for listing on the Nasdaq Global Market. 

Capital Market 

Total shares 

outstanding 

Annual fee 

before the 

proposed 

change 

Annual fee 

effective 

January 1, 

2025 

Equity securities other than Acquisition Companies, ADRs, Closed-end 

Funds and Limited Partnerships.

Up to 10 million shares ................... $49,500 $53,000 

10+ to 50 million shares .................. 65,500 70,000 

Over 50 million shares .................... 85,000 86,000 

ADRs .......................................................................................................... Up to 10 million ADRs and other 

listed equity securities.

49,500 53,000 

Over10 million ADRs and other listed equity securities.59,500 63,500 

Closed-end Funds ..................................................................................... Up to 50 million shares ................... 34,500 36,500 

50+ to 100 million shares ................ 56,500 59,500 

100+ to 250 million shares .............. 84,000 88,500 

Over 250 million shares .................. 112,000 118,000 

Limited Partnerships .................................................................................. Up to 75 million shares ................... 34,500 36,500 

Over 75 million shares .................... 42,000 44,500 

Nasdaq also proposes to amend the 

all-inclusive annual fee for Acquisition 

companies. Nasdaq currently charges a 

flat all-inclusive annual listing fee of 

$81,000 for Acquisition Companies 

listed on the Nasdaq Capital, Global and 

Global Select Markets.7 Nasdaq is 

proposing to increase the all-inclusive 

annual listing fee for these companies 

from $81,000 to $85,000 to better align 

its fees with the value of the listing to 

Acquisition Companies. 

Finally, Nasdaq proposes to update 

amounts in examples in Listing Rules 

5910(b)(3)(D) and 5920(b)(3)(D), 

clarifying the application of the rules for 

companies transferring between Nasdaq 

tiers, to align the fee amounts with the 

fees applicable in year 2025. 

Nasdaq proposes to make the 

aforementioned fee increases to better 

reflect the Exchange’s costs related to 

listing equity securities, such as from 

the ongoing remodeling of a portion of 

the New York Headquarters used for 

company events, including market 

opening and closing bells, conducting 

the required associated regulatory 

oversight, and Nasdaq’s advocacy efforts 

on behalf of listed companies, and the 

corresponding value of such listing to 

companies. In establishing these fee 

changes Nasdaq also considered the 

competitive atmosphere in which the 

Exchange operates. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,8 in general, and furthers the 

objectives of Sections 6(b)(4) and 6(b)(5) 

of the Act,9 in particular, in that it 

provides for the equitable allocation of 

reasonable dues, fees and other charges 

among members and issuers and other 

persons using any facility, and is not 

designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

As a preliminary matter, Nasdaq notes 

that the Exchange operates in a highly 

competitive marketplace for the listing 

of companies.10 The Commission has 

repeatedly expressed its preference for 

competition over regulatory 

intervention in determining prices, 

products, and services in the securities 

markets. The Exchange believes that the 

ever-shifting market share among 

exchanges with respect to new listings 

and the transfer of existing listings 

between competitor exchanges 

demonstrates that issuers can choose 

different listing markets in response to 

fee changes. Moreover, new competitors 

can enter the space, including existing 

exchanges without listing programs.11

Accordingly, competitive forces 

constrain the Exchange’s listing fees and 

changes to the listing fees can have a 

direct effect on the ability of Nasdaq to 


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Federal Register / Vol. 89, No. 246 / Monday, December 23, 2024 / Notices 104593 

12See also footnote 6, above. 

13 15 U.S.C. 78s(b)(3)(A)(ii). 

14 17 CFR 240.19b–4(f)(2). 15 17 CFR 200.30–3(a)(12). 

compete for new listings and retain 

existing listings. 

Nasdaq believes that the proposed 

amendments to Listing Rules 5910(b)(2), 

5920(b)(2), and 5930 to increase the allinclusive annual listing fees as set forth 

above are reasonable because of the 

increased costs incurred by Nasdaq, 

including due to price inflation. In that 

regard, the Exchange notes that its 

general costs to support listed 

companies and conduct the required 

associated regulatory oversight have 

increased. The Exchange also continues 

to expand and improve the services it 

provides to listed companies, the 

technology to deliver those services and 

the customer experience at the Nasdaq 

MarketSite. These improvements 

include the remodeling and expansion 

of a portion of Nasdaq’s New York 

Headquarters used for company events, 

including market opening and closing 

bells, and the investment in technology 

to support ongoing trading. Nasdaq also 

continued its advocacy efforts on behalf 

of listed companies. 

The Exchange also believes that the 

proposed amendments to the annual 

fees for equity securities are equitable 

because they do not change the existing 

framework for such fees, but simply 

increase the amount of certain of the 

fees to reflect increases in operating 

costs and the perceived value of a 

listing, including as a result of Nasdaq’s 

advocacy efforts on behalf of listed 

companies.12 Similarly, as the fee 

structure remains effectively unchanged 

apart from increases in the rates paid by 

certain issuers, as described above, the 

changes to annual fees for equity 

securities neither target nor will they 

have a disparate impact on any 

particular category of issuer of equity 

securities. 

The Exchange believes that the 

proposal to increase annual fees is not 

unfairly discriminatory because Nasdaq 

will maintain the current fee structure, 

based on shares outstanding, except for 

fees applicable to Acquisition 

Companies as described above, and the 

same fee schedule will apply to all such 

issuers. While the Exchange does not 

propose to increase the minimum 

annual fees charged for securities 

covered by Rule 5935 (that sets forth the 

all-inclusive annual listing fees 

applicable to Non-Convertible Bonds) 

and Rule 5940 (that sets forth the allinclusive annual listing fees applicable 

to Exchange Traded Products), the 

Exchange believes that this is not 

unfairly discriminatory because the 

benefits the issuers of those other types 

of securities receive in connection with 

their listings are consistent with the 

current fee levels paid by those issuers. 

Pricing for similar securities on other 

national securities exchanges was also 

considered, and Nasdaq believes that a 

proposed all-inclusive annual listing fee 

is reasonable given the competitive 

landscape. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The market 

for listing services is extremely 

competitive and listed companies may 

freely choose alternative venues, both 

within the U.S. and internationally. For 

this reason, Nasdaq does not believe 

that the proposed rule change will result 

in any burden on competition for 

listings. The Exchange also does not 

believe that the proposed rule change 

will have any meaningful impact on 

competition among listed companies 

because all similarly situated companies 

will be charged the same fee. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 13 and Rule 

19b–4(f)(2) 14 thereunder. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2024–082 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to file 

number SR–NASDAQ–2024–082. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (https://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 10 

a.m. and 3 p.m. Copies of the filing also 

will be available for inspection and 

copying at the principal office of the 

Exchange. Do not include personal 

identifiable information in submissions; 

you should submit only information 

that you wish to make available 

publicly. We may redact in part or 

withhold entirely from publication 

submitted material that is obscene or 

subject to copyright protection. All 

submissions should refer to file number 

SR–NASDAQ–2024–082 and should be 

submitted on or before January 13, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Sherry R. Haywood, 

Assistant Secretary. 

[FR Doc. 2024–30524 Filed 12–20–24; 8:45 am] 

BILLING CODE 8011–01–P 


khammond on DSK9W7S144PROD with NOTICES